0001193125-05-167952 Sample Contracts

AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 15th, 2005 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York

THIS AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of January 27, 2005, is entered into among WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation (the “Seller”), WORTHINGTON INDUSTRIES, INC., an Ohio corporation (the “Servicer”), THE MEMBERS OF THE VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY THERETO (each, a “Purchaser Group” and collectively, the “Purchaser Groups”), and PNC BANK, NATIONAL ASSOCIATION, as Administrator (the “Administrator”).

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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of July 22, 2004 (amending and restating the Credit Agreement, dated as of May 10, 2002) among WORTHINGTON INDUSTRIES, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO, PNC BANK, NATIONAL...
Credit Agreement • August 15th, 2005 • Worthington Industries Inc • Steel works, blast furnaces & rolling & finishing mills • New York

This Amended and Restated Revolving Credit Agreement (this “Agreement”) is dated as of July 22, 2004 and is among WORTHINGTON INDUSTRIES, INC., an Ohio corporation (the “Borrower”), the banks and other financial institutions from time to time party hereto (the “Lenders”), PNC BANK, NATIONAL ASSOCIATION, as Issuing Lender, Swingline Lender and Administrative Agent, and THE BANK OF NOVA SCOTIA, as Syndication Agent and Sole Bookrunner.

PNC Bank, National Association One PNC Plaza
Worthington Industries Inc • August 15th, 2005 • Steel works, blast furnaces & rolling & finishing mills

Reference is hereby made to that Receivables Purchase Agreement, dated as of November 30, 2000 (as amended, amended and restated, or otherwise modified from time to time, the “Agreement”), among each of the undersigned hereto. Terms used herein and not defined herein shall have the meanings set forth in the Agreement.

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